- Amended Statement of Ownership (SC 13G/A)
February 12 2010 - 4:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. 1)
VIRTUAL RADIOLOGIC CORPORATION
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
92826 B 10 4
(CUSIP Number)
December 31, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
o
Rule 13d-1(c)
þ
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be deemed to be filed for
the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No.
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92826 B 10 4
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SCHEDULE 13G/A
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1
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NAMES OF REPORTING PERSONS
Mark E. Jennings
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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5
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SOLE VOTING POWER
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NUMBER OF
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23,492 (see Item 4)
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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4,130,700 (see Item 4)
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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23,492 (see Item 4)
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WITH
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8
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SHARED DISPOSITIVE POWER
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4,130,700 (see Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,154,192 (see Item 4)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
o
(SEE INSTRUCTIONS)
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Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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26.1%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Page 2 of 13
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CUSIP No.
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92826 B 10 4
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SCHEDULE 13G/A
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1
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NAMES OF REPORTING PERSONS
John Hawkins
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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4,130,700 (see Item 4)
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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8
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SHARED DISPOSITIVE POWER
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4,130,700 (see Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,130,700 (see Item 4)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
o
(SEE INSTRUCTIONS)
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Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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26.0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Page 3 of 13
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CUSIP No.
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92826 B 10 4
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SCHEDULE 13G/A
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1
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NAMES OF REPORTING PERSONS
Generation Capital Partners II LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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2,708,686 (see Item 4)
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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8
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SHARED DISPOSITIVE POWER
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2,708,686 (see Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,708,686 (see Item 4)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
o
(SEE INSTRUCTIONS)
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Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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17.0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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Page 4 of 13
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CUSIP No.
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92826 B 10 4
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SCHEDULE 13G/A
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1
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NAMES OF REPORTING PERSONS
Generation Capital Partners VRC LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,156,914 (see Item 4)
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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8
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SHARED DISPOSITIVE POWER
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1,156,914 (see Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,156,914 (see Item 4)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
o
(SEE INSTRUCTIONS)
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Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.3%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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Page 5 of 13
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CUSIP No.
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92826 B 10 4
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SCHEDULE 13G/A
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1
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NAMES OF REPORTING PERSONS
Generation Members Fund II LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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265,100 (see Item 4)
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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8
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SHARED DISPOSITIVE POWER
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265,100 (see Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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265,100 (see Item 4)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
o
(SEE INSTRUCTIONS)
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Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.7%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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Page 6 of 13
Item
1(a)
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Name of Issuer
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The name of the issuer is Virtual Radiologic Corporation (vRad).
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Item
1(b)
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Address of Issuers Principal Executive Offices
:
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The address of the principal executive offices of vRad is 11995 Singletree Lane,
Suite 500, Eden Prairie, MN 55344.
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Item
2(a)
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Name of Person Filing
:
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This Amendment No. 1 to Schedule 13G is being filed by and on behalf of Mark E.
Jennings and John Hawkins and Generation Capital Partners II LP, Generation Capital
Partners VRC LP and Generation Members Fund II LP (collectively, the Generation
Funds). This Amendment No. 1 to Schedule 13G is effectively amending the earlier
Schedule 13G filings made by each of Generation Capital Partners II LP and
Generation Capital Partners VRC LP.
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Item
2(b)
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Address or Principal Business Office or, if none, Residence
:
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The address of Mr. Jennings and the Generation Funds principal place of business is
One Greenwich Office Park, Greenwich CT 06831. The address of Mr. Hawkins is One
Maritime Plaza, Suite 1555, San Francisco, CA 94111.
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Item
2(c)
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Citizenship
:
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Mr. Jennings and Mr. Hawkins are each United States citizens and each of the
Generation Funds is a Delaware limited partnership.
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Item
2(d)
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Title of Class of Securities
:
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The class of equity securities to which this Statement relates is the common stock,
$0.001 par value per share, of Virtual Radiologic Corporation.
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Item
2(e)
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CUSIP Number
:
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The CUSIP number of the common stock is 92826 B 10 4.
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Item 3.
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If this Statement is filed pursuant to Rules 13d-
1(b)
, or 13d-
2(b)
or (c), check
whether the filing person is a
:
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(a)
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o
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Broker or dealer registered under Section 15 of the Securities Exchange Act of 1934 (the Act).
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(b)
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o
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Bank, as defined in Section 3(a)(6) of the Act.
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(c)
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o
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Insurance company, as defined in Section 3(a)(19) of the Act.
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(d)
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o
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Investment company registered under Section 8 of the Investment
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Page 7 of 13
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Company Act of 1940.
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(e)
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An investment advisor in accordance with Rule
13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
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(g)
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o
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A parent holding company or control person, in accordance with
Rule 13d-1(b)(ii)(G).
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(h)
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o
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A savings association, as defined in Section 3(b) of the
Federal Deposit Insurance Act.
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(i)
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o
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A church plan, that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment Company Act of
1940.
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(j)
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o
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A non-US institution in accordance with Rule
13d-1(b)(1)(ii)(J).
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(k)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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(a)
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Amount beneficially owned:
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Mr. Jenningss beneficial ownership includes: (1) 3,492 shares of common stock; (2)
20,000 shares of common stock issuable upon exercise of stock options exercisable
within 60 days; (3) 2,708,686 shares of common stock held by Generation Capital
Partners II LP, of which Mr. Jennings is a managing member of its general partner,
Generation Partners II LLC, (4) 1,156,914 shares of common stock held by Generation
Capital Partners VRC LP, of which Mr. Jennings is a managing member of its general
partner, Generation Partners VRC LLC and (5) an 265,100 shares of common stock held
by Generation Members Fund II LP, of which Mr. Jennings is a managing member of
its general partner, Generation Partners II LLC. Mr. Jennings may be deemed to be
the beneficial owner of any securities that may be deemed to be owned by the
Generation Funds. Mr. Jennings disclaims beneficial ownership of such securities
except to the extent of any indirect pecuniary interest therein.
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Mr. Hawkinss beneficial ownership includes: (1) 2,708,686 shares of common stock
held by Generation Capital Partners II LP, of which Mr. Hawkins is a managing member
of its general partner, Generation Partners II LLC, (2) 1,156,914 shares of common
stock held by Generation Capital Partners VRC LP, of which Mr. Hawkins is a managing
member of its general partner, Generation Partners VRC LLC and (3) an 265,100
shares of common stock held by Generation Members Fund II LP, of which Mr. Hawkins
is a managing member of its general partner, Generation Partners II LLC. Mr.
Hawkins may be deemed to be the beneficial owner of any securities that may be
deemed to be owned by
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Page 8 of 13
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the Generation Funds. Mr. Hawkins disclaims beneficial ownership of such securities
except to the extent of any indirect pecuniary interest therein.
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Generation Capital Partners II LPs beneficial ownership consists of 2,708,686
shares of common stock, Generation Capital Partners VRC LPs beneficial ownership
consists of 1,156,914 shares of common stock and Generation Members Fund II LPs
beneficial ownership consists of 265,100 shares of common stock. Generation
Partners II LLC is the general partner of Generation Capital Partners II LP and
Generation Members Fund II LP. Generation Partners VRC LLC is the general partner
of Generation Capital Partners VRC LP. Mark E. Jennings and John Hawkins are
managing partners of the Generation Funds and are managing members of Generation
Partners II LLC and Generation Partners VRC LLC. Mr. Jennings and Mr. Hawkins may
be deemed to be the beneficial owner of any securities that may be deemed to be
owned by the Generation Funds. Mr. Jennings and Mr. Hawkins each disclaim
beneficial ownership of such securities except to the extent of any indirect
pecuniary interest therein.
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(b)
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Percent of class: 26.1% for Mr. Jennings, 26.0% for Mr. Hawkins, 17.0% for
Generation Capital Partners II LP, 7.3% for Generation Capital Partners VRC LP and
1.7% for Generation Members Fund II LP. The foregoing percentages are calculated
based on the 15,904,789 shares of common stock reported to be outstanding by vRad on
its most recently filed quarterly report on Form 10-Q for the quarter ended September
30, 2009.
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(c)
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Number of shares as to which Mr. Jennings has:
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(i)
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Sole power to vote or to direct the vote
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23,492
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(ii)
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Shared power to vote or to direct the vote
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4,130,700
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(iii)
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Sole power to dispose or to direct the disposition of
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23,492
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(iv)
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Shared power to dispose or to direct the disposition of
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4,130,700
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Number of shares as to which Mr. Hawkins has:
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(i)
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Sole power to vote or to direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
|
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4,130,700
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(iii)
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Sole power to dispose or to direct the disposition of
|
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0
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(iv)
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Shared power to dispose or to direct the disposition of
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4,130,700
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Page 9 of 13
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Number of shares as to which Generation Capital Partners II LP has:
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(i)
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Sole power to vote or to direct the vote
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0
|
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|
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(ii)
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Shared power to vote or to direct the vote
|
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2,708,686
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|
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(iii)
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Sole power to dispose or to direct the disposition of
|
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0
|
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(iv)
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Shared power to dispose or to direct the disposition of
|
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2,708,686
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Number of shares as to which Generation Capital Partners VRC LP has:
|
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|
|
|
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(i)
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Sole power to vote or to direct the vote
|
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0
|
|
|
|
|
|
|
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(ii)
|
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Shared power to vote or to direct the vote
|
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1,156,914
|
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|
|
|
|
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(iii)
|
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Sole power to dispose or to direct the disposition of
|
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|
0
|
|
|
|
|
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|
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(iv)
|
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Shared power to dispose or to direct the disposition of
|
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1,156,914
|
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Number of shares as to which Generation Members Fund II LP has:
|
|
|
|
|
|
|
|
(i)
|
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Sole power to vote or to direct the vote
|
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|
0
|
|
|
|
|
|
|
|
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(ii)
|
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Shared power to vote or to direct the vote
|
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265,100
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(iii)
|
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Sole power to dispose or to direct the disposition of
|
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|
0
|
|
|
|
|
|
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(iv)
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Shared power to dispose or to direct the disposition of
|
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265,100
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Page 10 of 13
Item 5.
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Ownership of Five Percent or Less of a Class
:
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If this statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than 5 percent of the
class of securities, check the following:
o
.
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person
:
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control Person
:
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group
:
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group
:
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Not Applicable.
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Item 10.
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Certifications
:
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|
|
Not Applicable.
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Page 11 of 13
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify that the
information set forth in this statement is true, complete and correct.
|
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Date: February 11, 2010
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/s/ Mark E. Jennings
|
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Mark E. Jennings
|
|
|
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/s/ John Hawkins
|
|
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John Hawkins
|
|
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|
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GENERATION CAPITAL PARTNERS II LP
|
|
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By:
|
/s/ Mark E. Jennings
|
|
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Managing Member of Its General
Partner,
|
|
|
|
Generation Partners II LLC
|
|
|
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GENERATION CAPITAL PARTNERS VRC LP
|
|
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By:
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/s/ Mark E. Jennings
|
|
|
|
Managing Member of Its General Partner,
|
|
|
|
Generation Partners VRC LLC
|
|
|
|
GENERATION MEMBERS FUND II LP
|
|
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By:
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/s/ Mark E. Jennings
|
|
|
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Managing Member of Its General Partner,
|
|
|
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Generation Partners LLC
|
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Page 12 of 13
EXHIBIT 1
Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, the undersigned hereby
agree that only one statement containing the information required on Amendment No. 1 to Schedule
13G need be filed with respect to ownership by each of the undersigned of shares of common stock of
Virtual Radiologic Corporation.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an
original.
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Dated: February 11, 2010
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/s/ Mark E. Jennings
|
|
|
Mark E. Jennings
|
|
|
|
/s/ John Hawkins
|
|
|
John Hawkins
|
|
|
|
|
|
|
GENERATION CAPITAL PARTNERS II LP
|
|
|
By:
|
/s/ Mark E. Jennings
|
|
|
|
Managing Member of Its General Partner,
|
|
|
|
Generation Partners II LLC
|
|
|
|
GENERATION CAPITAL PARTNERS VRC LP
|
|
|
By:
|
/s/ Mark E. Jennings
|
|
|
|
Managing Member of Its General Partner,
|
|
|
|
Generation Partners VRC LLC
|
|
|
|
GENERATION MEMBERS FUND II LP
|
|
|
By:
|
/s/ Mark E. Jennings
|
|
|
|
Managing Member of Its General Partner,
|
|
|
|
Generation Partners LLC
|
|
|
Page 13 of 13
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